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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

(Mark One)

For the Fiscal Year Ended March 29, 2004

OR

Commission file number 1-11112

American Media Operations, Inc.

(Exact name of the registrant as specified in its charter)

Registrant’s telephone number, including area code

(561) 997-7733

Securities registered pursuant to Section 12(b) and 12(g) of the Act:

None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

As of June 28, 2004, 7,507.6 shares of registrant’s common stock were outstanding. The common stock is privately held and, to the knowledge of registrant, no shares have been sold in the past 60 days.

Documents Incorporated by Reference

None

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AMERICAN MEDIA OPERATIONS, INC.

FORM 10-K

For the Year Ended March 29, 2004

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PART I

Item 1. Business

Unless the context otherwise requires, references in this Form 10-K to the “Company” or “us”, “we” or “our” are to American Media Operations, Inc. and its subsidiaries. All references to a particular fiscal year are to the four fiscal quarters ended the last Monday in March of the fiscal year specified.

We were incorporated under the laws of Delaware in February 1981 and are a wholly-owned subsidiary of American Media, Inc. (“Media,” or, together with its subsidiaries, “AMI”). We conduct all of Media’s operations and represent substantially all of Media’s assets. Our headquarters and principal executive offices are located at 1000 American Media Way, Boca Raton, FL 33464 and our telephone number is (561) 997-7733.

On May 7, 1999 all of the common stock of Media was purchased by EMP Group LLC (the “LLC”), a Delaware limited liability company, pursuant to a merger of Media and EMP Acquisition Corp. (“EMP”), a wholly owned subsidiary of the LLC. The acquisition was financed, in part, by borrowings of approximately $350 million under a new $400 million senior bank facility (the “Credit Agreement”), as well as a cash equity investment by the LLC and borrowings in the form of senior subordinated notes. Upon consummation of this transaction, EMP was merged with and into Media (the “Merger”) resulting in a change in ownership control of both Media and the Company. As a result of this change in control, as of the Merger date we reflected a new basis of accounting that included the elimination of historical amounts of certain assets and liabilities and the revaluation of certain of our tangible and intangible assets.

On November 1, 1999, we acquired all of the common stock of Globe Communications Corp. and certain of the publishing assets and liabilities of Globe International, Inc. (collectively, the “Globe Properties”) for total consideration of approximately $105 million (the “Globe Acquisition”). The Globe Properties consist of several tabloid style magazines, including Globe, National Examiner and Sun as well as other titles including Mini Mags.

On February 14, 2002, we issued $150 million in aggregate principal amount of 10.25% Series B Senior Subordinated Notes due 2009 through a private placement. The gross proceeds from the offering were approximately $150.8 million including the premium on the notes. We used the gross proceeds of the offering to (a) make an approximately $75.4 million distribution to the LLC, (b) to prepay approximately $68.4 million of the term loans under our credit facility and (c) pay transaction costs. The notes are unsecured and subordinated in right of payment to all our existing and future senior indebtedness. The notes rank equally with all our existing and future senior subordinated indebtedness. The notes are guaranteed on a senior subordinated basis by all our current domestic subsidiaries.

On January 23, 2003, we acquired Weider Publications LLC, a newly formed company to which the magazine business of Weider Publications, Inc. and Weider Interactive Networks, Inc. had been contributed by Weider Health and Fitness, Weider Health and Fitness, LLC and Weider Interactive Networks, Inc. (collectively, “Weider” or the “Weider Properties”). The aggregate purchase price paid by us was $357.3 million, which includes a post-closing working capital adjustment of $7.3 million. Weider is the leading worldwide publisher of health and fitness magazines, with a total estimated readership of 24 million in the United States, more than any other publisher in the health and fitness category. Weider currently publishes eight magazines, including Muscle & Fitness, Shape, Men’s Fitness, Muscle & Fitness Hers, Flex, Fit Pregnancy, Natural Health and Shape en Espanol, with an aggregate average circulation of approximately 4.1 million copies. In connection with the acquisition of the Weider Properties, Media borrowed $140 million in a new tranche C-1 term loan and $150 million in senior subordinated notes, and issued $50 million of new equity in the LLC (of which approximately $8.8 million was an equity contribution from the Sellers).

As previously mentioned in connection with the Weider Properties, we issued $150 million in aggregate principal amount of 8.875% senior subordinated notes due 2011. The net proceeds from the offering were approximately $145.9 million including the discount on the notes. We used the net proceeds of the offering to fund a portion of the acquisition of Weider Publications LLC. The notes are unsecured and subordinated in right of payment to all our existing and future senior indebtedness. The notes rank equally with all our existing and future senior subordinated indebtedness. The notes are guaranteed on a senior subordinated basis by all our current domestic subsidiaries.

Our Boca Raton headquarters, which housed substantially all of our editorial operations (including its photo, clipping and research libraries), executive offices and certain administrative functions, was closed on October 7, 2001 by the Palm Beach County

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Department of Health when traces of anthrax were found on a computer keyboard following the death of a photo editor of the Sun from inhalation anthrax. The Company entered into a two-year lease for a 53,000 square foot facility two blocks from its current Boca Raton headquarters. In February 2002, the Palm Beach County of Health quarantined the building for an additional 18 months.

In May 2002, we and our insurance carrier reached a final compromise regarding our insurance claim and the Company received a compromised payment. The insurance proceeds resulted in a net gain on the insurance settlement of approximately $7.6 million for the fiscal year ended March 31, 2003. During the fiscal year ended March 31, 2003, the Company incurred costs for maintaining the Boca facility such as security and utilities, which have been netted against the gain on insurance settlement.

On April 17, 2003, we sold our anthrax-contaminated headquarters in Boca Raton, Florida to 5401 Broken Sound LLC. As a result of the sale, we extended our lease in the 53,000 square foot facility described above. 5401 Broken Sound LLC paid $40,000 as consideration for the transfer of ownership and all future liabilities that can occur with the building.

On April 17, 2003, we completed a series of transactions whereby principals and affiliates of Evercore Partners (“Evercore”) and Thomas H. Lee Partners (“T.H. Lee”), David J. Pecker (the Chief Executive Officer of the Company), other members of management and certain other investors contributed approximately $434.6 million in cash and existing ownership interests of the LLC, our ultimate parent, valued at approximately $73.3 million, to a merger vehicle which was merged with and into the LLC in exchange for newly issued ownership interests of the LLC. These transactions are referred to collectively as the “Recapitalization” in this Form 10-K. Please see “Security Ownership of Certain Beneficial Owners and Management” for a summary of our ownership structure and Note 14 to the Consolidated Financial Statements.

Industry Data and Circulation Information

Information contained in this Form 10-K concerning publishing industry data, circulation information, rankings, readership information (e.g., multiple readers per copy) and other industry and market information, including our general expectations concerning the publishing industry, are based on estimates prepared by us based on certain assumptions and our knowledge of the publishing industry as well as data from various third party sources. These sources include, but are not limited to, the report of the Audit Bureau of Circulations (“ABC”), BPA Circulation Statements, Statement of Ownership figures filed with the U.S. Postal Service, Mediamark Research Inc. (“MRI”) syndicated research data and Veronis Suhler Stevenson research data. While we are not aware of any misstatements regarding any industry data presented in this Form 10-K we have not independently verified any of the data from any of these sources and, as a result, this data may be imprecise. Our estimates, in particular as they relate to our general expectations concerning the publishing industry, involve risks and uncertainties and are subject to change based on various factors.

Unless otherwise indicated, all average weekly circulation information for our tabloid publications is an average of actual weekly single copy circulation for the fiscal year ended March 29, 2004. Unless otherwise indicated, all average circulation information for Weider’s publications is an average of actual per issue circulation for the twelve months ended March 29, 2004. All references to “circulation” are to single copy and subscription circulation, unless otherwise specified.

The Company

Overview

We are a leading publisher in the field of general interest magazines, publishing National Enquirer, Star, Globe, National Examiner, Weekly World News, Sun, Country Weekly, MIRA!, Muscle & Fitness, Shape, Shape en Espanol, Men’s Fitness, Muscle & Fitness Hers, Flex, Fit Pregnancy, Natural Health and other monthly publications. Among our weekly periodicals, National Enquirer, Star, and Globe, have the third, fourth and eighth highest weekly single copy circulation, respectively, of any weekly periodical in the United States. We are the leader in total weekly single copy circulation of magazines in the United States and Canada with approximately 35% of total U.S. and Canadian circulation for audited weekly publications. Total average circulation per issue is approximately 5.7 million copies for our consumer publications (including Star magazine) and 2.7 million copies for our tabloid publications, for an aggregate average circulation of 8.4 million copies.

On January 23, 2003, we acquired Weider Publications LLC, a privately held company controlled by Weider Health and Fitness. Weider is the leading worldwide publisher of health and fitness magazines, with a total estimated readership of 24 million in the United States, more than any other publisher in the health and fitness category. The health and fitness category is the fastest growing advertising segment of special interest magazines. Weider currently publishes eight magazines, including Muscle & Fitness, Shape, Shape en Espanol, Men’s Fitness, Muscle & Fitness Hers, Flex, Fit Pregnancy and Natural Health, with an aggregate average circulation of approximately 4 million copies.

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We derive approximately 65% of our revenues from circulation, predominantly single copy sales in retail outlets, and the remainder from advertising and other sources. Our publications are distributed in approximately 145,000 retail outlets in the United States and Canada, representing, in the opinion of management, substantially complete coverage of periodical outlets in these countries. Distribution Services, Inc. (“DSI”), our subsidiary, arranges for the placement, merchandising, and sales and marketing of our publications and third-party publications at retail outlets throughout the United States and Canada. In addition, DSI provides sales of marketing, merchandising and information-gathering services for third parties including non-magazine clients.

Our tabloid publications include the following titles:

Our consumer publications include the following titles:

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Circulation

Total average circulation per issue is approximately 5.7 million copies for our consumer publications and 2.7 million copies for our tabloid publications, for an aggregate average circulation of 8.4 million copies. Our tabloid titles have historically had greater single copy circulation while our consumer titles are more subscription based. For fiscal 2004, approximately 84% of circulation revenue and 55% of total operating revenue were generated by single copy circulation and the remainder of circulation revenues by subscriptions.

Subscription Sales

Our strategy with respect to subscriptions seeks to optimize subscription revenues and profitability as opposed to subscription circulation. We accomplish this strategy by focusing on direct sales of our titles by us through inserts, direct mailings and in-house advertisements in the respective magazines. In fiscal 2004, approximately 16% of our total revenues from circulation were from subscription sales.

Advertising Revenues

Our advertising revenues are generated by national advertisers, including automotive, entertainment, packaged goods, pharmaceutical, sports apparel, beauty and cosmetics, tobacco and direct response. The average ad pages for the period from January to December 2003, as measured by the Publishers Information Bureau, were flat over the prior year period for National Enquirer and Star, while the overall industry was down 1.0%.

Production and Distribution

An outside vendor performs most of the pre-press operations for our publications and is responsible for transmitting them electronically to printing plants. We have a long-term printing agreement with a printer to print National Enquirer, Star, Globe, National Examiner, Weekly World News, Sun and Country Weekly through December 2015 for sales in the United States, Canada and, to the extent applicable, outside of North America (except for the United Kingdom). National Enquirer has a special United Kingdom edition, which is printed by another printer. A different party performs the pre-press operations for the Weider publications and is responsible for transmitting them electronically to plants. This same vendor also performs the printing for the Weider publications. Both the pre-press and printing contracts for the Weider publications expire in December 2005.

Once printed, the copies are distributed primarily by 4 regional wholesalers, who we estimate represent 82% of the newsstand distribution market, as well as several smaller wholesalers who represent the remaining 18%, in the United States and Canada, who deliver the requisite number of copies to approximately 145,000 retail sales locations. We believe our relationships with our printing companies are adequate and that there are printing facilities available elsewhere, should the need arise.

The principal raw materials utilized by our publications are paper and ink. Paper is purchased directly from several suppliers based upon pricing and, to a lesser extent, availability. Both paper and ink are commodity products with pricing affected by demand, capacity and economic conditions. We believe that adequate sources of supply are, and will continue to be, available to fulfill our requirements. Our operating income may be significantly affected by the price of paper used in our publications. We have currently committed a significant portion of our volume and pricing requirements with our major suppliers through December 2005.

Marketing and Merchandising

We have established, through DSI, our own marketing organization whose primary function is to arrange for the sales and marketing, placement and merchandising of our publications and third-party publications at retail outlets throughout the United States and Canada.

In addition to the services DSI provides for our publications, DSI acts as a “category captain” for approximately 40% (based on our estimates) of all new front-end racking programs accounting for 65% of all the racks placed annually in the United States and Canada by supermarkets and other retailers. Recently, DSI has begun to leverage its network of field representatives, which are regularly in retail outlets performing its services, by expanding its services to provide merchandising, resetting of rack programs and other information gathering services to consumer product companies outside the publishing industry. We have expanded the distribution of the Weider titles since the acquisition of the Weider Properties utilizing DSI’s retail relationships.

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Approximately every three years, supermarkets and other retailers typically redesign their front-end racks, generally as part of store renovations or new store openings. As a “category captain,” DSI is selected by retailers to coordinate the design and installation of the front-end racks and the positioning of magazines for increased sales. Publishers, including AMI, which are allocated space on a rack enter into contracts directly with the retailer for the payment of fees (rack display payments) or other charges with respect to that space. DSI uses its role as category captain of new front-end rack programs initiated annually by retailers in the United States to achieve better placement of our publications and of the publications of DSI’s third-party publishing clients.

Some of DSI’s third-party clients include Hachette, which publishes Woman’s Day and Elle; Gruner + Jahr, which publishes Family Circle, Fitness, Parents and YM; Newsweek, Inc., which publishes Newsweek; Bauer Publishing, which publishes First for Women, Woman’s World and In-Touch; Rodale, Inc., which publishes Prevention, Men’s Health and Organic Style; General Mills, which publishes Pillsbury and Betty Crocker; and New York Magazine Holdings, which publishes New York Magazine and Specials.

Other Businesses

On November 27, 2000, we sold our 80% owned subsidiary, Frontline Marketing (“FMI”), to the minority shareholder for a $2.5 million note receivable. (See Note 11 to the Consolidated Financial Statements).

We also had ancillary sales (primarily licensing, syndication, new media and product merchandise sales) of $8.3 million in fiscal 2004.

In connection with the Weider acquisition, we acquired Weider Interactive Networks, Inc. (“WIN”). WIN houses the online operations for Weider. WIN develops and tests new interactive consumer fitness information products in an effort to develop new revenue streams for Weider. In addition, WIN creates and operates companion websites and web-delivered applications for Weider’s branded businesses, delivering both development expertise and networking services. Revenues are generated primarily from a subscription based interactive on-line weight loss and exercise program (ishape.com), but also include advertising and branded product sales.

Competition

Star, National Enquirer, Globe, National Examiner, Weekly World News, Sun, Mira!, and Country Weekly compete in varying degrees with other publications sold at retailers’ checkout counters, as well as forms of media concentrating on celebrity news, such as certain newspapers, magazines and television and radio programs. We believe that historical declines in single copy circulation of Star, National Enquirer, Globe and National Examiner have resulted in part from increased competition from these publications and forms of media. Competition for circulation is largely based upon the content of the publication, its placement in retail outlets and, to a lesser extent, its price. As part of our re-launch of Star as a 100 page glossy magazine, we physically moved Star copies in most retail outlets to be next to People magazine and away from the tabloid publications. Competition for advertising revenues is largely based upon circulation levels, readership, demographics, price and advertising results. We believe that our most significant direct competitors in the print media are Time Warner Inc. (which publishes People, In Style and Entertainment Weekly), Wenner Media, Inc. (which publishes US Weekly), and Bauer (which publishes In-Touch).

Each of our Weider specialty consumer magazines faces competition in its subject area from a variety of publishers and competes for readers on the basis of the high quality of its targeted editorial content. Competition for advertising revenues is largely based upon circulation levels, readership, demographics, price and advertising results. We believe that Weider’s most significant direct competitors include Conde Nast Publications, Inc. (which publishes Self), Gruner + Jahr Publishing (which publishes Fitness, Parents and Child), Rodale Inc. (which publishes Men’s Health and Organic Style), Wenner Media, Inc. (which publishes Men’s Journal), Advanced Research Press (which publishes Muscular Development) and Muscle Media Publishing (which publishes Muscle Media).

DSI competes with two other companies providing marketing and distribution services.

Employee Relations

We currently employ approximately 976 full-time employees and 1,387 part-time employees. Approximately 1,582 of our employees, including almost all of our part-time employees, work for DSI. None of our employees are represented by any union or other labor organization. We have had no strikes or work stoppages during the last five years. We believe that our relations with our employees are good.

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Item 2. Properties

Our Boca Raton headquarters, which housed substantially all editorial operations (including photo, clipping and research libraries), executive offices and certain administrative functions, was closed on October 7, 2001 by the Palm Beach County Health Department when traces of anthrax were found on a computer keyboard following the death of one of our photo editors from inhalation anthrax. In response to the closure of our Boca Raton facility, we immediately implemented our hurricane disaster plan to produce all of our weekly publications as originally scheduled. In February 2002, the Palm Beach County Health Department quarantined the Boca Raton facility for an additional 18 months. We entered into a two year lease for a 53,000 square foot facility two blocks from our Boca Raton headquarters which was due to expire in February 2004. During February 2004, we extended this lease until 2007. In May 2002, we reached a final settlement with our property insurance carrier and received payment. On April 17, 2003, the Company sold its anthrax contaminated headquarters in Boca Raton, Florida to 5401 Broken Sound LLC. 5401 Broken Sound LLC paid $40,000 as consideration for the transfer of ownership.

The following table sets forth certain information with respect to our principal locations as of March 29, 2004. We consider the locations presently used for our operations as adequate for our present needs.

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Item 3. Legal Proceedings

We are involved in a number of litigation matters which have arisen in the ordinary course of our business. Because the focus of our publications often involves controversial celebrities or subjects, the risk of defamation or invasion of privacy litigation arises in the ordinary course of our business. Our experience suggests that the claims for damages made in such lawsuits are heavily inflated. We do not believe that we are currently party to any pending legal action that could reasonably be expected to have a material adverse effect on our business, financial condition and results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

No items were submitted to a vote of our security holders during the fourth quarter of fiscal 2004.

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PART II

Item 5. Market for the Registrant’s Common Equity and Related Security Holders

All of the Company’s common stock is owned by Media. Accordingly, there is no established public trading market for our common stock.

Item 6. Selected Financial Data

The selected financial data for each of the five fiscal years in the period ended March 29, 2004 below have been derived from the consolidated financial statements of the Company, which have been audited by independent certified public accountants. The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the Company’s Consolidated Financial Statements and Notes thereto and other financial information appearing elsewhere in this Form 10-K. As discussed above, the parent of American Media Operations, Inc. was purchased on May 7, 1999 resulting in a change in the historical cost basis of various assets and liabilities. Accordingly, the historical financial information provided herein, for periods prior to May 7, 1999 is not comparable to post acquisition financial information. For purposes of presentation, all historical financial information for periods prior to May 7, 1999 will be referred to as the “Predecessor Company” and all periods subsequent to May 6, 1999 will be referred to as the “Company”. A solid black vertical line has been inserted in tables where financial information may not be comparable across periods.